<PAGE>   1
                                                                   EXHIBIT 10.17


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                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of May 1, 2001

                                  By and Among

                       GLOBAL POWER EQUIPMENT GROUP INC.,

                                       and

                       THE OTHER PERSONS SIGNATORY HERETO






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<PAGE>   2

                                TABLE OF CONTENTS



<TABLE>
<S>                                                                                                        <C>
ARTICLE I            CERTAIN DEFINITIONS.....................................................................2

         Section 1.1  Certain Definitions....................................................................2

ARTICLE II        REGISTRATION RIGHTS........................................................................6

         Section 2.1  Required Registration..................................................................6
         Section 2.2  Incidental Registration................................................................8
         Section 2.3  Registration Procedures................................................................9
         Section 2.4  Preparation; Reasonable Investigation.................................................12
         Section 2.5  Rights of Requesting Holders..........................................................12
         Section 2.6  Registration Expenses.................................................................12
         Section 2.7  Indemnification; Contribution.........................................................12
         Section 2.8  Holdback Agreements...................................................................14
         Section 2.9  Availability of Information...........................................................15
         Section 2.10  Additional Registration Rights.......................................................15

ARTICLE III       COVENANTS.................................................................................15

         Section 3.1  Transactions with Affiliates..........................................................15

ARTICLE IV        MISCELLANEOUS.............................................................................16

         Section 4.1  Binding Effect; Specific Performance..................................................16
         Section 4.2  Notices...............................................................................16
         Section 4.3  Entire Agreement; Amendment and Waivers...............................................16
         Section 4.4  Section Headings......................................................................17
         Section 4.5  Counterparts..........................................................................17
         Section 4.6.  Severability.........................................................................17
         Section 4.7.  Governing Law........................................................................17
         Section 4.8.  Incorporation by Reference...........................................................17
         Section 4.9.  Limitation on Liability..............................................................18
         Section 4.10. Variation of Pronouns................................................................18
         Section 4.11. Further Action.......................................................................18
         Section 4.12. Termination..........................................................................18
         Section 4.13. Benefits Only to Parties.............................................................18
         Section 4.14. Saw Mill Ownership...................................................................18
         Section 4.15. Termination of the Equityholders Agreement...........................................18
</TABLE>



                                      (i)
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<TABLE>
<CAPTION>
         Exhibits
         --------
<S>                        <C>
         Exhibit A         Original Financial Stockholders
         Exhibit B         Management Stockholders
         Exhibit C         Former Holdings I Stockholders
         Exhibit D         Former Holdings II Members
</TABLE>




                                      (ii)
<PAGE>   4



                          REGISTRATION RIGHTS AGREEMENT


               This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is dated
as of May 1, 2001, by and among Global Power Equipment Group Inc., a Delaware
corporation (the "Company"), Harvest Partners III, L.P., a Delaware limited
partnership ("Harvest"), SMC Power Holdings LLC, a Delaware limited liability
company ("Saw Mill"), each of the other stockholders of the Company listed on
Exhibit A hereto (collectively with Saw Mill, the "Original Financial
Stockholders"), Cascade Investment Partners, L.L.C., a Delaware limited
liability company ("Cascade"), each of the management stockholders identified as
such on Exhibit B hereto (the "Management Stockholders"), Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJ") and each of the other stockholders of
GEEG Acquisition Holdings Corp., a Delaware corporation ("Holdings I"),
identified as such on Exhibit C hereto, and each of the former members of GEEG
Acquisition Holdings L.L.C., a Delaware limited liability company ("Holdings
II"), identified as such on Exhibit D hereto.


                              W I T N E S S E T H :


               WHEREAS, each party to this Agreement, other than the Company, is
a party to an equityholders agreement (the "Equityholders Agreement"), dated as
of August 1, 2000, which regulated certain of their rights relating to their
respective direct or indirect equity investment in GEEG Holdings, L.L.C., a
Delaware limited liability company (the "Original Company");

               WHEREAS, it is anticipated that the Original Company will be
converted, pursuant to a reorganization, into the Company on date hereof (the
"Conversion");

               WHEREAS, as part of the Conversion, Holdings I will (i) exchange
all of its membership interests in the Original Company, which represented
substantially all of the assets of Holdings I, for shares of common stock of the
Company and (ii) immediately after such exchange distribute to its stockholders
all of the common stock of the Company received by it in the conversion pursuant
to a plan of dissolution, with each stockholder receiving its pro rata share of
such common stock;

               WHEREAS, as part of the Conversion, Holdings II will (i) exchange
all of its membership interests in the Original Company for shares of common
stock of the Company and (ii) immediately after such exchange distribute to its
members all of the common stock of the Company received by it in the Conversion,
in complete liquidation, with each member receiving its pro rata share of such
common stock;

               WHEREAS, as part of the Conversion, each of the Original
Financial Stockholders, Cascade, and the Management Stockholders (collectively,
the "Rollover Investors") will exchange all of their respective membership
interests in the Original Company for shares of common stock of the Company;



<PAGE>   5

               WHEREAS, upon the consummation of the transactions described in
the foregoing recitals, each former member of the Original Company (other than
Holdings I and Holdings II), each former stockholder of Holdings I and each
former member of Holdings II will become a stockholder of the Company
(collectively, the "Stockholders"); and

               WHEREAS, the parties hereto desire to enter into this Agreement
to, inter alia, regulate certain rights relating to their respective equity
investments in the Company.

               NOW, THEREFORE, in consideration of the mutual covenants set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:


                                    ARTICLE I

                               CERTAIN DEFINITIONS

               Section 1.1  Certain Definitions.  For purposes of this
Agreement, the following terms shall have the following meanings:

               "Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling", "controlled by" and "under common control with"), as used with
respect to any Person, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise.

               "Agreement" shall have the meaning set forth in the preamble to
this Agreement.

               "Applicable Law" shall mean, with respect to any Person, all
provisions of laws, statutes, ordinances, rules, regulations, permits or
certificates of any Governmental Authority applicable to such Person or any of
its assets or property, and all judgments, injunctions, orders and decrees of
all courts, arbitrators or Governmental Authorities in proceedings or actions in
which such Person is a party or by which any of its assets or properties are
bound.

               "Affiliate Restriction Termination Date" shall mean the later of
(i) the date on which no employee, director or officer of any Harvest Entity is
a member of the Board of Directors and (ii) the date on which the Harvest
Entities collectively hold less than 10% of the outstanding Common Stock.

               "Board of Directors" shall mean the board of directors of the
Company.

               "Business Day" shall mean any day except a Saturday, a Sunday or
any other day on which commercial banks are required or authorized to close in
New York, New York.

               "Common Stock" shall mean all of the issued and outstanding
common stock of the Company, $0.01 par value per share.

               "Company" shall have the meaning set forth in the preamble to
this Agreement.

                                      -2-
<PAGE>   6

               "Company Equity Securities" shall mean all Common Stock, all
securities convertible into or exchangeable for Common Stock, and all vested
Options, warrants, and other rights to purchase or otherwise acquire Common
Stock from the Company.

               "Conversion" shall have the meaning set forth in the second
recital of this Agreement.

               "Common Stock Equivalents" shall mean, at any time (i) with
respect to each outstanding share of Common Stock, one (1) and (ii) with respect
to any other outstanding Company Equity Securities, an amount equal to the
result obtained when the number of shares of Common Stock into or for which such
Company Equity Securities may be converted or exercised at such time, multiplied
by one (1).

               "Demand Notice" shall have the meaning set forth in Section
2.1(b) of this Agreement.

               "Demand Request" shall have the meaning set forth in Section
2.1(a) of this Agreement.

               "DLJ" shall have the meaning set forth in the preamble to this
Agreement.

               "Exchange" shall mean, collectively, the transactions described
in the third, fourth and fifth recitals hereto.

               "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

               "Governmental Authority" shall mean any federal, state, municipal
or other governmental department, board, bureau, agency or instrumentality, or
any court, in each case whether of the United States of America or foreign.

               "Harvest" shall have the meaning set forth in the preamble to
this Agreement and shall include, for purposes of Article II hereof, a Qualified
Harvest Transferee.

               "Harvest Entity" shall mean any of HPI, Harvest, any other fund
controlled by HPI, Holdings I, and any of their respective Affiliates (other
than the Company or any of its Subsidiaries).

               "Harvest Letter" shall mean that certain letter agreement, dated
as of the date hereof, between the Company (as successor in interest to the
Global Energy Equipment Group LLC) and HPI.

               "Holders' Counsel" shall have the meaning set forth in the
definition of "Registration Expenses".

               "Holdings I" shall have the meaning set forth in the preamble to
this Agreement.

               "HPI" shall mean Harvest Partners, Inc., a New York corporation.

               "Incentive Securities" shall mean (i) any Options granted to
directors, officers or employees of the Company or any of its Subsidiaries so
long as such persons are not employed by, or are a consultant to, any Harvest
Entity and (ii) all Common Stock issued upon the exercise of any such Options.



                                      -3-
<PAGE>   7

               "Incidental Registration" shall have the meaning set forth in
Section 2.2(a) of this Agreement.

               "Management Stockholder" shall have the meaning set forth in the
preamble to this Agreement.

               "NASDAQ" shall mean The Nasdaq Stock Market, Inc.

               "Notices" shall have the meaning set forth in Section 4.2 of this
Agreement.

               "Options" shall mean any rights, options or warrants to purchase
any Common Stock from the Company.

               "Original Financial Stockholders" shall have the meaning set
forth in the preamble to this Agreement.

               "Person" shall mean and include an individual, a partnership, a
joint venture, a corporation, a trust, a limited liability company, a limited
liability partnership, any unincorporated organization and a government or other
department or agency thereof.

               "Public Offering" shall mean a sale of Common Stock pursuant to
an underwritten public offering pursuant to an effective registration statement
filed with the SEC.

               "Qualified Harvest Transferee" shall mean, at any time, any
Person to whom Harvest or any other Qualified Harvest Transferee Transfers at
least ten percent (10%) of the Common Stock held by Harvest on the date hereof
and, at such time, such Person holds at least ten percent (10%) of the Common
Stock held by Harvest on the date hereof, provided that such Person agrees in
writing to become a party to this Agreement and be bound by its provisions.

               "Registrable Securities" shall mean, at any time, any outstanding
Common Stock or Common Stock issued or issuable upon exercise or conversion of
any Incentive Securities. As to any particular Registrable Securities once
issued, such Registrable Securities shall cease to be Registrable Securities:

               (i) when a registration statement with respect to the sale of
such securities shall have become effective under the Securities Act and such
securities shall have been disposed of in accordance with such registration
statement;

               (ii) when such securities have been distributed by the holder
thereof to the public pursuant to Rule 144 under the Securities Act (or any
successor provision); or

               (iii) when such securities shall have ceased to be outstanding.

               "Registration" shall mean each Required Registration and each
Incidental Registration.

               "Registration Expenses" shall mean, with respect to the Company,
all expenses incident to the Company's performance of or compliance with Article
III including, without limitation, all registration and filing fees, fees and
expenses of compliance with securities or blue sky laws (including reasonable
fees and disbursements of counsel in connection with blue sky qualifications of


                                      -4-
<PAGE>   8

the Registrable Securities), expenses of printing certificates for the
Registrable Securities in a form eligible for deposit with the Depository Trust
Company, messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), and fees and disbursements of counsel for the
Company and its independent certified public accountants (including the expenses
of any management review, cold comfort letters or any special audits required by
or incident to such performance and compliance), securities acts liability
insurance (if the Company elects to obtain such insurance), the reasonable fees
and expenses of any special experts retained by the Company in connection with
such registration, fees and expenses of other Persons retained by the Company,
the reasonable fees and expenses of one (1) counsel (the "Holders' Counsel") for
the holders of Registrable Securities to be included in the relevant
Registration, selected by the holders of a majority of the Registrable
Securities to be included in such Registration (except that, where a
Registration is a Required Registration, such selection may only be made by
Members holding a majority of the Registrable Securities set forth in the
relevant Demand Request); but not including any underwriting fees, discounts or
commissions attributable to the sale of securities or fees and expenses of
counsel representing the holders of Registrable Securities included in such
Registration (other than the Holders' Counsel) incurred in connection with the
sale of Registrable Securities.

               "Required Registration" shall have the meaning set forth in
Section 3.1(a) of this Agreement.

               "Saw Mill" shall have the meaning set forth in the preamble to
this Agreement.

               "SEC" shall mean, at any time, the U.S. Securities and Exchange
Commission or any other federal agency at such time administrating the
Securities Act.

               "Securities Act" shall mean the Securities Act of 1933, as
amended.

               "Senior Subordinated Loans" shall mean the loans incurred under
the Senior Subordinated Loan Agreement dated as of August 1, 2000 among Global
Energy Equipment Group LLC and the other parties thereto.

               "Stockholders" shall mean each party to this Agreement from time
to time other than the Company.

               "Subordinated Loan Holders" shall mean, from time to time,
holders of Company Equity Securities initially issued in connection with the
Subordinated Loan Agreement, solely in their capacity as such.

               "Subsidiary" shall mean, with respect to any Person, any
corporation, partnership, business trust, joint stock company, association,
limited liability company or other business entity of which (i) if a
corporation, a majority of the total voting power of stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors or trustees thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof, or (ii) if a partnership, limited liability
company, business trust, joint stock company, association or other business
entity other than a corporation, a majority of the partnership, membership or
other similar ownership interests thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more Subsidiaries of that
Person or a combination

                                      -5-
<PAGE>   9

thereof. For purposes hereof, a Person or Persons shall be deemed to have a
majority ownership interest in a partnership, limited liability company,
business trust, joint stock company, association or other business entity other
than a corporation if such Person or Persons shall be allocated a majority of
the partnership, association or other business entity gains or losses or shall
be or control the managing director, manager, a general partner or the trustee
of such partnership, limited liability company, business trust, joint stock
company, association or other business entity.

               "Transfer" means any transfer, sale, assignment, exchange,
charge, pledge, gift, hypothecation, conveyance, encumbrance, security interest
or other disposition (including any contract therefore), whether direct or
indirect, voluntary or involuntary, by operation of law or otherwise, and, with
respect to Common Stock, the entering into any voting trust or other arrangement
with respect to voting rights of such Common Stock or the transfer of any other
beneficial interest in such Common Stock.


                                   ARTICLE II

                               REGISTRATION RIGHTS

               Section 2.1 Required Registration. (a) If the Company shall be
requested in writing, which writing shall specify the Registrable Securities to
be sold and the intended method of disposition thereof (a "Demand Request"), (x)
at any time by Harvest, (y) at any one time after the date which is 18 months
after the date of the Company's initial Public Offering and provided that, at
such time, the Company is eligible to file a registration statement on Form S-3,
by holders of 25% of the Common Stock Equivalents represented by the Company
Equity Securities which were distributed on the date hereof by Holdings I to its
shareholders who are a party to the Senior Subordinated Loans, or (z) at any one
time after the date which is 18 months after the date hereof and provided that,
at such time, the Company is eligible to file a registration statement on Form
S-3, by Saw Mill, to effect a registration (which, in the case of a Demand
Request pursuant to clause (y) or (z) shall be a registration statement on Form
S-3) under the Securities Act of Registrable Securities held by such
Stockholders (each, a "Required Registration"), then the Company shall promptly
use its reasonable efforts to effect such Required Registration.

               (b) Piggyback Rights. At any time upon receipt by the Company of
a Demand Request, the Company shall deliver a written notice to each other
Stockholder (a "Demand Notice") stating that the Company intends to comply with
a Demand Request and informing each such Stockholder of its right to include
Registrable Securities in such Required Registration. Within ten (10) Business
Days after receipt of a Demand Notice, each Stockholder entitled to a Demand
Notice shall have the right to request in writing that the Company include all
or a specific portion of the Registrable Securities held by such Stockholder in
such Required Registration.

               (c) Postponement. The Company may postpone any Required
Registration for a reasonable period of time, not to exceed one hundred eighty
(180) days, if the Board of Directors determines in good faith that such
Required Registration would (A) require the disclosure of a material transaction
or other comparable matter and such disclosure would be disadvantageous to the
Company, (B) adversely affect a material financing, acquisition, disposition of
assets or stock, merger or other comparable transaction or (C) otherwise be
materially detrimental to the Company.




                                      -6-
<PAGE>   10

               (d) Time for Filing and Effectiveness. As promptly as practicable
after a Demand Request but in no event later than the day which is sixty (60)
days after such Demand Request the Company shall file with the SEC the Required
Registration with respect to all Registrable Securities to be so registered, and
shall use its reasonable efforts to cause such Required Registration to become
effective as promptly as practicable after the filing thereof. The Company will
use its reasonable efforts to keep any Required Registration filed pursuant to
this Section 2.1 effective for the period beginning on the date on which the
Required Registration is declared effective and ending on the earlier of (i) the
date of full distribution of the Registrable Securities included in such
Required Registration and (ii) the date that is one hundred eighty (180) days
from the date of first effectiveness.

               (e) Selection of Underwriters. In the event that the Registrable
Securities to be registered pursuant to a Required Registration are to be
disposed of in an underwritten Public Offering, the underwriters of such Public
Offering shall be one or more underwriting firms of nationally recognized
standing selected by the Board of Directors and reasonably acceptable to holders
making the Demand Request who hold a majority of the Registrable Securities to
be included in such Required Registration by all holders making the Demand
Request.

               (f) Priority on Required Registrations. In the event that, in the
case of any Required Registration, the managing underwriter for the Public
Offering contemplated by Section 2.1(a) shall advise the Company (with a copy to
each holder of Registrable Securities requesting sale) that, in such
underwriter's opinion, the amount of securities requested to be included in such
Required Registration would adversely affect the Public Offering and sale
(including pricing) of such Registrable Securities, the Company will include in
such Required Registration the number of Registrable Securities that the Company
is so advised can be sold in such Public Offering in the following amounts:

                      (i) first, all Registrable Securities requested to be sold
               by holders of Registrable Securities on the basis of the number
               of Registrable Securities requested to be registered by such
               holders; provided, however, that if such managing underwriter
               shall advise the Company that, in such underwriter's opinion, the
               inclusion of Registrable Securities held by Management
               Stockholders would adversely affect the offering and sale
               (including pricing) of such securities, then the number of
               Registrable Securities held by such Management Stockholders to be
               included in such Public Offering may be disproportionately
               reduced to avoid such adverse result; provided, further, however,
               that with respect to Registrable Securities held by Management
               Stockholders on the date hereof, such Registrable Securities
               shall only be disproportionately reduced up to 50% of such
               Registrable Securities; and

                      (ii) second, securities proposed to be sold by the Company
               for its own account.


               (g) Additional Demand Requests. In the event that (i) the Company
postpones any Required Registration to be made in accordance with a Demand
Request pursuant to Section 2.1(a) by more than one hundred twenty (120) days,
(ii) the Required Registration does not become effective, or (iii) less than a
majority of the Registrable Securities requested by the Stockholders making such
Demand Request is included in such Required Registration, then the Demand
Request pursuant to which such Required Registration was to have been made shall
be deemed not to have been a Demand Request.


                                      -7-
<PAGE>   11

               Section 2.2  Incidental Registration.

               (a) Filing of Registration Statement. If the Company at any time
proposes to register, for its own account or the account of another Person, any
of its Common Stock (an "Incidental Registration") under the Securities Act
(other than pursuant to a registration statement on Form S-4 or Form S-8 or any
successor forms thereto or Section 2.1 hereof and other than pursuant to a
Demand Request), for sale to the public in a Public Offering, it will at each
such time give prompt written notice to all Stockholders of its intention to do
so, which notice shall be given at least thirty (30) days prior to the date that
a registration statement relating to such registration is proposed to be filed
with the SEC. Upon the written request of any Stockholder entitled to receive
such notice to include Registrable Securities held by it under such registration
statement (which request shall (i) be made within fifteen (15) days after the
receipt of any such notice, and (ii) specify the Registrable Securities intended
to be included by such holder), the Company will use its reasonable efforts to
effect the registration of all Registrable Securities that the Company has been
so requested to register by such Stockholder; provided, however, that if, at any
time after giving written notice of its intention to register any securities and
prior to the effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason to terminate
such registration statement and not to register such securities, the Company
may, at its election, give written notice of such determination to each such
holder and, thereupon, shall be relieved of its obligation to register any
Registrable Securities of such Persons in connection with such registration.

               (b) Selection of Underwriters. Notice of the Company's intention
to register such securities shall designate the proposed underwriters of such
Public Offering (which shall be one or more underwriting firms of nationally
recognized standing) and shall contain the Company's agreement to use its
reasonable efforts, if requested to do so, to arrange for such underwriters to
include in such underwriting the Registrable Securities that the Company has
been so requested to sell pursuant to this Section 2.2, it being understood that
the holders of Registrable Securities shall have no right to select different
underwriters for the disposition of their Registrable Securities.

               (c) Priority on Incidental Registrations. If the managing
underwriter for the Public Offering contemplated by this Section 2.2 shall
advise the Company that, in such underwriter's opinion, the number of securities
requested to be included in such Incidental Registration would adversely affect
the Public Offering and sale (including pricing) of such securities, the Company
shall include in such Incidental Registration the number of securities that the
Company is so advised can be sold in such Public Offering, in the following
amounts and order of priority:

                      (i) first, Registrable Securities proposed to be sold by
               the Company for its own account or, if the other Person is
               neither a Stockholder nor an Affiliate of such Stockholder, the
               account of any other Person referred to in Section 2.2(a);

                      (ii) second, the Registrable Securities requested to be
               registered by Stockholders and, if the other Person is a
               Stockholder, the Registrable Securities proposed to be sold by
               the Company for the account of such Person pro rata among such
               Stockholders and such Person on the basis of the number of
               Registrable Securities requested to be sold by such Stockholders
               pursuant to this Section 2.2; provided, however, that if such
               managing underwriter shall advise the Company that, in such
               underwriter's opinion, the inclusion of Registrable Securities
               held by the Management


                                      -8-
<PAGE>   12

               Stockholders would adversely affect the Public Offering and sale
               (including pricing) of such securities, then the number of
               Registrable Securities held by the Management Stockholders to be
               included in such Public Offering may be disproportionately
               reduced to avoid such adverse result; provided, further,
               however, that with respect to Registrable Securities held by
               Management Stockholders on the date hereof, such Registrable
               Securities shall only be disproportionately reduced up to 50% of
               such Registrable Securities; and

                      (iii) third, all other Registrable Securities requested to
               be included in such Registration.

               Section 2.3 Registration Procedures. The Company will use its
reasonable efforts to effect each Required Registration pursuant to Section 2.1
and each Incidental Registration pursuant to Section 2.2, and to cooperate with
the sale of such Registrable Securities in accordance with the intended method
of disposition thereof as quickly as possible, and the Company will as
expeditiously as possible:

               (a) subject, in the case of an Incidental Registration, to the
        proviso to Section 2.2(a), prepare and file with the SEC the
        registration statement and use its reasonable efforts to cause the
        Registration to become effective; provided, however, that, to the extent
        practicable, the Company will furnish to the holders of the Registrable
        Securities covered by such registration statement and their counsel,
        copies of all such documents proposed to be filed and any such holder
        shall have the opportunity to comment on (i) any information pertaining
        solely to such holder and its plan of distribution that is contained
        therein and the Company shall make the corrections reasonably requested
        by such holder with respect to such information prior to filing any such
        registration statement or amendment or (ii) any other part of such
        registration statement to the extent consistent with any investigation
        described in Section 2.4 and the Company shall consider such comments in
        good faith prior to any such filing;

               (b) subject, in the case of an Incidental Registration, to the
        proviso to Section 2.2(a), prepare and file with the SEC such amendments
        and post-effective amendments to any registration statement and any
        prospectus used in connection therewith as may be necessary to keep such
        registration statement effective and to comply with the provisions of
        the Securities Act with respect to the disposition of all Registrable
        Securities covered by such registration statement until such time as all
        of such Registrable Securities have been disposed of in accordance with
        the intended methods of disposition by the seller or sellers thereof set
        forth in such registration statement and cause the prospectus to be
        supplemented by any required prospectus supplement, and as so
        supplemented to be filed pursuant to Rule 424 under the Securities Act;

               (c) furnish, upon request, to each holder of Registrable
        Securities to be included in such Registration and the underwriter or
        underwriters, if any, without charge, at least one signed copy of the
        registration statement and any post-effective amendment thereto, and
        such number of conformed copies thereof and such number of copies of the
        prospectus (including each preliminary prospectus and each prospectus
        filed under Rule 424 under the Securities Act), any amendments or
        supplements thereto and any documents incorporated by reference therein,
        as such holder or underwriter may reasonably request in order to
        facilitate the


                                      -9-
<PAGE>   13

        disposition of the Registrable Securities being sold by such holder
        (it being understood that the Company consents to the use of the
        prospectus and any amendment or supplement thereto by each holder of
        Registrable Securities covered by such registration statement and the
        underwriter or underwriters, if any, in connection with the Public
        Offering and sale of the Registrable Securities covered by the
        prospectus or any amendment or supplement thereto);

               (d) notify each holder of the Registrable Securities to be
        included in such Registration and the underwriter or underwriters, if
        any:

                      (i)   of any stop order or other order suspending the
               effectiveness of any registration statement, issued or threatened
               by the SEC in connection therewith, and take all reasonable
               actions required to prevent the entry of such stop order or to
               remove it or obtain withdrawal of it at the earliest possible
               moment if entered;

                      (ii)  when such registration statement or any prospectus
               used in connection therewith, or any amendment or supplement
               thereto, has been filed and, with respect to such registration
               statement or any post-effective amendment thereto, when the same
               has become effective;

                      (iii) of any written request by the SEC for amendments
              or supplements to such registration statement or prospectus; and

                      (iv)  of the receipt by the Company of any notification
               with respect to the suspension of the qualification of any
               Registrable Securities for sale under the applicable securities
               or blue sky laws of any jurisdiction;

               (e) if requested by the managing underwriter or underwriters or
        any holder of Registrable Securities to be included in such Registration
        in connection with any sale pursuant to a registration statement,
        promptly incorporate in a prospectus supplement or post-effective
        amendment such information relating to such underwriting as the managing
        underwriter or underwriters or such holder reasonably requests to be
        included therein; and make all required filings of such prospectus
        supplement or post-effective amendment as soon as practicable after
        being notified of the matters incorporated in such prospectus supplement
        or post-effective amendment;

               (f) on or prior to the date on which a Registration is declared
        effective, use its reasonable efforts to register or qualify, and
        cooperate with the holders of Registrable Securities to be included in
        such Registration, the underwriter or underwriters, if any, and their
        counsel, in connection with the registration or qualification of the
        Registrable Securities covered by such Registration for offer and sale
        under the securities or "blue sky" laws of each state and other
        jurisdiction of the United States as any such holder or underwriter
        reasonably requests in writing; use its reasonable efforts to keep each
        such registration or qualification effective, including through new
        filings, or amendments or renewals, during the period such registration
        statement is required to be kept effective; and do any and all other
        acts or things necessary or advisable to enable the disposition of the
        Registrable Securities in all such jurisdictions reasonably requested
        covered by such Registration; provided, however, that the Company shall
        not be required to qualify generally to do business in any jurisdiction
        where it is




                                      -10-
<PAGE>   14

        not then so qualified or to take any action which would subject it to
        general service of process in any such jurisdiction where it is not
        then so subject;

               (g) in connection with any sale pursuant to a Registration,
        cooperate with the holders of Registrable Securities to be included in
        such Registration and the managing underwriter or underwriters, if any,
        to facilitate the timely preparation and delivery of certificates (not
        bearing any restrictive legends) representing securities to be sold
        under such Registration, and enable such securities to be in such
        denominations and registered in such names as the managing underwriter
        or underwriters, if any, or such holders may request;

               (h) use its reasonable efforts to cause the Registrable
        Securities to be registered with or approved by such other governmental
        agencies or authorities within the United States and having jurisdiction
        over the Company or any Subsidiary as may be necessary to enable the
        seller or sellers thereof or the underwriter or underwriters, if any, to
        consummate the disposition of such securities;

               (i)    use its reasonable efforts to obtain:

                      (A) at the time of effectiveness of each Registration, a
               "comfort letter" from the Company's independent certified public
               accountants covering such matters of the type customarily covered
               by "cold comfort letters" as the holders of a majority of the
               Registrable Securities to be included in such Registration and
               the underwriters reasonably request; and

                      (B) at the time of any underwritten sale pursuant to the
               registration statement, a "bring-down comfort letter," dated as
               of the date of such sale, from the Company's independent
               certified public accountants covering such matters of the type
               customarily covered by comfort letters as the Requisite Holders
               and the underwriters reasonably request;

               (j) use its reasonable efforts to obtain, at the time of
        effectiveness of each Registration and at the time of any sale pursuant
        to each Registration, an opinion or opinions addressed to the
        underwriter or underwriters, if any, in customary form and scope from
        counsel for the Company (including a 10b-5 statement);

               (k) notify each seller of Registrable Securities covered by such
        Registration, upon discovery that, or upon the happening of any event as
        a result of which, the prospectus included in such Registration, as then
        in effect, includes an untrue statement of a material fact or omits to
        state any material fact required to be stated therein or necessary to
        make the statements therein not misleading, and promptly prepare and
        file with the SEC and furnish to such seller or holder a reasonable
        number of copies of a supplement to or an amendment of such prospectus
        as may be necessary so that, as thereafter delivered to the purchasers
        or prospective purchasers of such securities, such prospectus shall not
        include an untrue statement of a material fact or omit to state a
        material fact required to be stated therein or necessary to make the
        statements therein not misleading in the light of the circumstances
        under which they are made;

               (l) otherwise comply with all applicable rules and regulations of
        the SEC, and make generally available to its security holders (as
        contemplated by Section 11(a) under the



                                      -11-
<PAGE>   15

        Securities Act) an earnings statement satisfying the provisions of
        Rule 158 under the Securities Act no later than ninety (90) days after
        the end of the twelve (12) month period beginning with the first month
        of the Company's first fiscal quarter commencing after the effective
        date of the registration statement, which statement shall cover said
        twelve (12) month period;

               (m) provide and cause to be maintained a transfer agent and
        registrar for all Registrable Securities covered by each Registration
        from and after a date not later than the effective date of such
        Registration;

               (n) use its reasonable efforts to cause all Registrable
        Securities covered by each Registration to be listed subject to notice
        of issuance, prior to the date of first sale of such Registrable
        Securities pursuant to such Registration, on each securities exchange on
        which the Common Stock is then listed, and admitted to trading on
        NASDAQ, if the Common Stock or any such other securities of the Company
        are then admitted to trading on NASDAQ; and

               (o) enter into such agreements (including underwriting agreements
        in customary form) and take such other actions as the holders of a
        majority of Registrable Securities included in such Registration shall
        reasonably request in order to expedite or facilitate the disposition of
        such Registrable Securities.

The Company may require each holder of Registrable Securities that will be
included in such Registration to furnish the Company with such information in
respect of such holder of its Registrable Securities that will be included in
such Registration as the Company may reasonably request in writing and as is
required by Applicable Law.

               Section 2.4 Preparation; Reasonable Investigation. In connection
with the preparation and filing of each registration statement registering
Registrable Securities under the Securities Act, the Company shall give the
holders of such Registrable Securities so registered, their underwriters, if
any, and their respective counsel and accountants access to its books and
records and an opportunity to discuss the business of the Company with its
officers and the independent public accountants who have certified its financial
statements as shall be necessary, in the opinion of such holders' or such
underwriters' to conduct a reasonable investigation within the meaning of
Section 11(b)(3) of the Securities Act.

               Section 2.5 Rights of Requesting Holders. Each holder of
Registrable Securities to be included in a Registration which makes a written
request therefor in Section 2.1 or 2.2, as the case may be, shall have the right
to receive within thirty (30) days of receipt by the Company of such request
copies of the information, notices and other documents described in Section
2.3(l) and Section 2.3(o).

               Section 2.6 Registration Expenses. The Company will pay all
Registration Expenses in connection with each registration of Registrable
Securities, including, without limitation, any such registration not effected by
the Company.

               Section 2.7 Indemnification; Contribution. (a) The Company shall
indemnify, to the fullest extent permitted by law, each holder of Registrable
Securities, its officers, directors, partners, employees and agents, if any, and
each Person, if any, who controls such holder within the meaning of Section 15
of the Securities Act, against all losses, claims, damages, liabilities (or
proceedings in respect thereof) and expenses (under the Securities Act or common
law or otherwise), joint or several,


                                      -12-
<PAGE>   16

resulting from any violation by the Company of the provisions of the Securities
Act or any untrue statement or alleged untrue statement of a material fact
contained in any registration statement or prospectus (and as amended or
supplemented if amended or supplemented) or any preliminary prospectus or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein (in the case of
any prospectus, in light of the circumstances under which they were made) not
misleading, except to the extent that such losses, claims, damages, liabilities
(or proceedings in respect thereof) or expenses are caused by any untrue
statement or alleged untrue statement contained in or by any omission or alleged
omission from information concerning any holder furnished in writing to the
Company by such holder expressly for use therein. If the Public Offering
pursuant to any registration statement provided for under this Article II is
made through underwriters, no action or failure to act on the part of such
underwriters (whether or not such underwriter is an Affiliate of any holder of
Registrable Securities) shall affect the obligations of the Company to indemnify
any holder of Registrable Securities or any other Person pursuant to the
preceding sentence. If the Public Offering pursuant to any registration
statement provided for under this Article II is made through underwriters, the
Company agrees to enter into an underwriting agreement in customary form with
such underwriters and the Company agrees to indemnify such underwriters, their
officers, directors, employees and agents, if any, and each Person, if any, who
controls such underwriters within the meaning of Section 15 of the Securities
Act to the same extent as herein before provided with respect to the
indemnification of the holders of Registrable Securities; provided that the
Company shall not be required to indemnify any such underwriter, or any officer,
director or employee of such underwriter or any Person who controls such
underwriter within the meaning of Section 15 of the Securities Act, to the
extent that the loss, claim, damage, liability (or proceedings in respect
thereof) or expense for which indemnification is claimed results from such
underwriter's failure to send or give a copy of an amended or supplemented final
prospectus to the Person asserting an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such amended or supplemented final
prospectus prior to such written confirmation and the underwriter was provided
with such amended or supplemented final prospectus a reasonable time prior to
such written confirmation.

               (b) In connection with any registration statement in which a
holder of Registrable Securities is participating, each such holder, severally
and not jointly, shall indemnify, to the fullest extent permitted by law, the
Company, each underwriter and their respective officers, directors, employees
and agents, if any, and each Person, if any, who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages, liabilities (or proceedings in respect thereof) and
expenses resulting from any untrue statement or alleged untrue statement of a
material fact, or any omission or alleged omission of a material fact required
to be stated in the registration statement or prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or necessary to make
the statements therein (in the case of any prospectus, in light of the
circumstances under which they were made) not misleading, but only to the extent
that such untrue statement is contained in or such omission is from information
so concerning a holder furnished in writing by such holder expressly for use
therein; provided that such holder's obligations hereunder shall be limited to
an amount equal to the net proceeds to such holder of the Registrable Securities
sold pursuant to such registration statement.

               (c) Any Person entitled to indemnification under the provisions
of this Section 2.7 shall (i) give prompt notice to the indemnifying party of
any claim with respect to which it seeks





                                      -13-
<PAGE>   17

indemnification and (ii) unless in such indemnified party's reasonable judgment
a conflict of interest between such indemnified and indemnifying parties may
exist in respect of such claim, permit such indemnifying party to assume the
defense of such claim, with counsel reasonably satisfactory to the indemnified
party; and if such defense is so assumed, such indemnifying party shall not
enter into any settlement without the consent of the indemnified party if such
settlement attributes liability to the indemnified party and such indemnifying
party shall not be subject to any liability for any settlement made without its
consent (which shall not be unreasonably withheld); and any underwriting
agreement entered into with respect to any registration statement provided for
under this Article II shall so provide. In the event an indemnifying party shall
not be entitled, or elects not, to assume the defense of a claim, such
indemnifying party shall not be obligated to pay the fees and expenses of more
than one counsel or firm of counsel for all parties indemnified by such
indemnifying party in respect of such claim, unless in the reasonable judgment
of any such indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties in respect to such
claim.

               (d) If for any reason the foregoing indemnity is unavailable,
then the indemnifying party shall contribute to the amount paid or payable by
the indemnified party as a result of such losses, claims, damages, liabilities
or expenses in such proportion as is appropriate to reflect the relative fault
of such indemnifying party on the one hand and the indemnified party on the
other. Notwithstanding the foregoing, no holder of Registrable Securities shall
be required to contribute any amount in excess of the amount such holder would
have been required to pay to an indemnified party if the indemnity under Section
2.7(b) was available. No Person guilty of fraudulent misrepresentation (within
the meaning of section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The obligation of any Person to contribute pursuant to this
Section 2.7 shall be several and not joint.

               (e) An indemnifying party shall make payments of all amounts
required to be made pursuant to the foregoing provisions of this Section 2.7 to
or for the account of the indemnified party from time to time promptly upon
receipt of bills or invoices relating thereto or when otherwise due or payable.

               (f) The indemnity and contribution agreements contained in this
Section 2.7 shall remain in full force and effect regardless of any
investigation made by or on behalf of a participating holder of Registrable
Securities, its officers, directors, agents or any Person, if any, who controls
such holder as aforesaid, and shall survive the Transfer of Registrable
Securities by such holder and the termination of this Agreement for any reason.

               Section 2.8 Holdback Agreements. (a) In the event and to the
extent requested by the managing underwriter or, if the Registrable Securities
are not being disposed of in an underwritten Public Offering, if requested by
the Company, each Stockholder agrees not to sell, make any short sale of, grant
any option for the purchase of, or otherwise dispose of any securities, other
than those Registrable Securities included in such Registration pursuant to
Section 2.1(a), 2.1(b) or 2.2(a), for the thirty (30) days prior to and the
ninety (90) days (one hundred eighty (180) days in the case of the initial
Public Offering of the Company) after the effectiveness of the registration
statement pursuant to which such Public Offering shall be made (or such shorter
period of time as is sufficient and appropriate, in the opinion of the managing
underwriter or, as the case may be, the Company in order to complete the sale
and distribution of the securities included in such Public Offering; provided
that, in no event shall any Stockholder be subject to a longer period of time
than Harvest); provided further,


                                      -14-
<PAGE>   18

that the limitations contained in this Section 2.8(a) shall not apply to the
extent a Stockholder is prohibited by Applicable Law from so withholding such
Registrable Securities from sale during such period.

               (b) During the period beginning thirty (30) days prior to the
effective date of any registration statement filed with respect to Registrable
Securities pursuant to an underwritten Public Offering and ending no later than
(i) one hundred eighty (180) days after the effective date of any such
registration statement and (ii) the expiration of any lock-up period required by
the underwriters, if any, of such Public Offering, the Company shall not (except
as part of such registration) effect any public sale or distribution of any of
its equity securities or of any security convertible into or exchangeable or
exercisable for any equity security of the Company.

               Section 2.9 Availability of Information. Following the Company's
initial Public Offering, the Company shall comply with the reporting
requirements of Sections 13 and 15(d) of the Exchange Act and will comply with
all other public information reporting requirements of the SEC as from time to
time in effect, and cooperate with holders of Registrable Securities, so as to
permit disposition of the Registrable Securities pursuant to an exemption from
the Securities Act for the sale of any Registrable Securities (including,
without limitation, the current public information requirements of Rule 144(c)
and Rule 144A under the Securities Act). The Company shall also cooperate with
each Stockholder who is a holder of any Registrable Securities in supplying such
information as may be necessary for such holder to complete and file any
information reporting forms presently or hereafter required by the SEC as a
condition to the availability of an exemption from the Securities Act for the
sale of any Registrable Securities.

               Section 2.10 Additional Registration Rights. Nothing contained in
this Agreement shall prevent the Company from granting additional registration
rights to any person or entity; provided, that, with respect to any cutbacks
hereunder, all cutbacks will continue to be on a pro rata basis, except as
otherwise specified herein.

                                   ARTICLE III

                                    COVENANTS

               Section 3.1 Transactions with Affiliates. (a) Until the Affiliate
Restriction Termination Date, Harvest, and any of its Affiliates may engage in
or possess an interest in any other business venture of any kind, nature or
description, independently or with others, whether or not such ventures are
competitive with the Company, notwithstanding that representatives of Harvest or
any of its Affiliates are serving as a Director of the Company. Nothing in this
Agreement shall be deemed to prohibit Harvest or any of its Affiliates from
dealing, or otherwise engaging in business, with Persons transacting business
with the Company. Neither the Company nor any Stockholder shall have any rights
or obligations by virtue of this Agreement, in or to any independent venture of
Harvest or any of its Affiliates, or the income or profits or losses or
distributions derived therefrom, and such ventures shall not be deemed wrongful
or improper even if competitive with the business of the Company.

               (b) Until the Affiliate Restriction Termination Date, the Company
will not, and will not permit any of its Subsidiaries to, enter into any
transaction (other than for legal services) with any Harvest Entity or any
employee, officer, director or Affiliate of any Harvest Entity other than
transactions which are on terms not substantially less favorable to the Company
or its Subsidiaries, as




                                      -15-
<PAGE>   19

the case may be, as it could obtain in a transaction with a party without a
conflict of interest, it being understood that a transaction approved by a
majority of the votes of the Board of Directors without a conflict of interest
in such transaction shall be deemed to be on terms not substantially less
favorable; provided, however, that this Section 3.1(b) shall not prohibit
transactions specifically permitted under the Harvest Letter.

                                   ARTICLE IV

                                  MISCELLANEOUS

               Section 4.1  Effectiveness, Binding Effect; Specific
Performance. (a) This Agreement shall be effective upon consummation of the
Exchange.

               (b) Except as otherwise provided in this Agreement, every
covenant, term and provision of this Agreement shall be binding upon and inure
to the benefit of the Stockholders and their respective heirs, legatees, legal
representatives and successors. The rights of any Stockholder under this
Agreement may not be assigned or otherwise conveyed by such Stockholder except
as otherwise specifically provided for in this Agreement.

               (c) The parties hereto recognize that irreparable damage will
result if this Agreement shall not be specifically enforced. If any dispute
arises concerning any Company Equity Securities hereunder, the parties hereto
agree that an injunction may be issued to compel specific performance of any
term of this Agreement pending determination of such controversy and that no
bond or other security may be required in connection therewith. If any dispute
arises concerning the right or obligation of the Stockholders or the Company to
purchase or sell any Company Equity Securities subject hereto, such right or
obligation shall be enforceable by a decree of specific performance. Such
remedies shall, however, not be exclusive and shall be in addition to any other
remedy which the parties may have.

               Section 4.2 Notices. Any and all notices, demands, consents,
approvals, requests or other communications which the Company or any Stockholder
may desire or be required to give hereunder (collectively, "Notices") shall be
by personal delivery, facsimile, by overnight courier or by prepaid certified
mail to the Company at c/o Harvest Partners, Inc., 280 Park Avenue, 33rd Floor,
New York, N.Y. 10017 Attention: Stephen Eisenstein; facsimile (212) 812-0100,
and to the Stockholders at their addresses referred to in Exhibit A, Exhibit B,
Exhibit C or, as the case may be, Exhibit D or such other address as a
Stockholder may from time to time designate to the Company. Any Stockholder may
designate another address or change its address for Notices hereunder by a
Notice given pursuant to this Section. A Notice sent in compliance with the
provisions of this Section shall be deemed delivered when actually received by
the party to whom sent. Rejection or other refusal to accept or the inability to
deliver because of a changed address or addressee of which no Notice was given
as provided in this Section shall be deemed to be receipt of the Notice sent.

               Section 4.3 Entire Agreement; Amendment and Waivers. This
Agreement constitutes the entire agreement between the parties hereto pertaining
to the subject matter hereof, and fully supersedes any and all prior agreements
or understandings between the parties hereto pertaining to the subject matter
hereof. This Agreement may be amended or waived, each party hereto may take any
action herein prohibited or omit to take action herein required to be performed
by it and any breach of or compliance with any covenant, agreement, warranty or
representation may be waived, only by the



                                      -16-
<PAGE>   20

written consent or written waiver of holders of at least a majority of the
Common Stock Equivalents; provided, however, that if any Stockholder shall be
disproportionately and adversely affected by any such amendment or waiver, such
amendment or waiver shall only be effective against such Stockholder upon
receipt of the written consent or waiver of Stockholders holding at least a
majority of the Common Stock Equivalents held by the Stockholder
disproportionately and adversely affected by such amendment or waiver; provided,
further, however, that, with respect to the definitions of "Affiliate", "Harvest
Entity", "Incentive Securities", "Original Financial Stockholders", or
"Registrable Securities", to 2.1(b), 2.2(a) or to this Section 4.3, if any
Stockholder shall be adversely affected by any such amendment or waiver, such
amendment or waiver shall only be effective against such Stockholder upon
receipt of the written consent or waiver of Stockholders holding at least a
majority of the Common Stock Equivalents held by the Stockholders adversely
affected by such amendment or waiver including, in any event, the written
consent or waiver of one of the Original Financial Stockholders; provided,
further, however, that any amendment or waiver of Section 2.1(a)(z) or this
proviso shall only be effective upon receipt of the written consent or waiver of
Saw Mill and provided, further, however, that any amendment or waiver of Section
2.1(c)(y) or this proviso shall only be effective upon receipt of the written
consent or waiver of Subordinated Loan Holders holding a majority of the Common
Stock Equivalents represented by the Company Equity Securities which were
distributed on the date hereof by Holdings I to its shareholders who are party
to the Senior Subordinated Loans.

               Section 4.4 Section Headings. The section headings used in this
Agreement are intended solely for convenience of reference and shall not in any
manner amplify, limit, modify or otherwise be used in the interpretation of any
of the provisions hereof.

               Section 4.5 Counterparts. This Agreement may be executed in
several counterparts and all such executed counterparts shall constitute a
single agreement, binding on all of the parties hereto, their successors and
their assigns, notwithstanding that all of the parties hereto are not
signatories to the original or to the same counterpart. Each counterpart
signature page so executed may be attached to a master counterpart of this
Agreement to be kept by the Company at the principal office of the Company and
such master counterpart as well as any and all other counterparts executed by
any of the parties hereto shall constitute a single agreement.

               Section 4.6. Severability. In case any one or more of the
provisions contained in this Agreement shall be invalid or unenforceable in any
jurisdiction, the validity and enforceability of all remaining provisions
contained herein shall not in any way be affected or impaired thereby, and the
invalid or unenforceable provisions shall be interpreted and applied so as to
produce as near as may be the economic result intended by the parties hereto.

               Section 4.7. Governing Law. This Agreement, including its
existence, validity, construction and operating effect, and the rights of each
of the parties hereto, shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to principles of conflict of laws.

               Section 4.8. Incorporation by Reference. Every Schedule attached
to this Agreement and referred to herein is incorporated in this Agreement by
reference unless this Agreement otherwise expressly provides.

               Section 4.9. Limitation on Liability. The Stockholders shall not
be bound by, or be personally liable for, by reason of being a Stockholder, a
judgment, decree or order of a court or in any other manner, for the expenses,
liabilities or obligations of the Company.

                                      -17-
<PAGE>   21

               Section 4.10. Variation of Pronouns. All pronouns and any
variations thereof shall be deemed to refer to masculine, feminine, or neuter,
singular or plural, as the identity of the person or persons may require.

               Section 4.11. Further Action. Each Stockholder agrees to perform
all further acts and execute, acknowledge, and deliver any documents which may
be reasonably necessary, appropriate or desirable to carry out the provisions of
this Agreement.

               Section 4.12. Termination. This Agreement shall terminate in its
entirety upon a liquidation of the Company.

               Section 4.13. Benefits Only to Parties. Nothing expressed by or
mentioned in this Agreement is intended or shall be construed to give any Person
(other than the parties hereto and their respective successors) any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained, this Agreement and all conditions and provisions
hereof being intended to be and being for the sole and exclusive benefit of the
parties hereto and their respective successors, and for the benefit of no other
Person except as otherwise specifically provided for in this Agreement.

               Section 4.14. Saw Mill Ownership. For purposes of determining
ownership of Common Stock under this Agreement, Saw Mill, Saw Mill Investments,
L.L.C. and William Gerstner shall be deemed to be a single entity.

               Section 4.15. Termination of the Equityholders Agreement. The
Equityholders Agreement shall terminate on the date hereof.



                                      * * *


                                      -18-
<PAGE>   22



               IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth above.

                                               GLOBAL POWER EQUIPMENT GROUP INC.


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   23


            [Signature page for this Registration Rights Agreement]
<TABLE>
<CAPTION>


                                               HARVEST PARTNERS III, L.P.
<S>                                            <C>
                                               By:  Harvest Associates III, LLC, its General Partner


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:


</TABLE>


<PAGE>   24





            [Signature page for this Registration Rights Agreement]







                                               HARVEST PARTNERS III
                                                   BETEILIGUNGSGESELLSCHAFT
                                                   BURGERLICHEN RECHTS MIT
                                                   HAFTUNGSBESCHRANKUNG
<TABLE>
<CAPTION>

                                               By:  Harvest Associates III, LLC, its General Partner
<S>                                           <C>



                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:


</TABLE>




<PAGE>   25




            [Signature page for this Registration Rights Agreement]


                                               Q.P.O.N. BETEILIGUNGS GMBH


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   26
            [Signature page for this Registration Rights Agreement]

                                               BT INVESTMENT PARTNERS, INC.


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   27
            [Signature page for this Registration Rights Agreement]

                                               DONALDSON, LUFKIN & JENRETTE
                                                 SECURITIES CORPORATION


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   28
            [Signature page for this Registration Rights Agreement]

                                               DLJ CAPITAL PARTNERS V, LLC


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   29
            [Signature page for this Registration Rights Agreement]

                                               ARES LEVERAGED INVESTMENT
                                                   FUND II, L.P.


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   30
            [Signature page for this Registration Rights Agreement]

                                               CHASE BANK OF TEXAS, N.A.
                                                   as Trustee for


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   31
            [Signature page for this Registration Rights Agreement]

                                               CARLYLE HIGH YIELD PARTNERS, L.P.


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   32
            [Signature page for this Registration Rights Agreement]

                                               DLJ ESC II, L.P.


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   33
            [Signature page for this Registration Rights Agreement]

                                               DLJ INVESTMENT FUNDING II, INC.


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   34
            [Signature page for this Registration Rights Agreement]

                                               DLJ INVESTMENT PARTNERS, L.P.


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   35
            [Signature page for this Registration Rights Agreement]

                                               DLJ INVESTMENT PARTNERS II, L.P.


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   36
            [Signature page for this Registration Rights Agreement]

                                               GSC PARTNERS CDO FUND, LIMITED


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   37
            [Signature page for this Registration Rights Agreement]

                                               HIGHLAND LEGACY LIMTED


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   38
            [Signature page for this Registration Rights Agreement]
                                            J.H. WHITNEY MARKET VALUE FUND, L.P.


                                            By:
                                                ----------------------------
                                                Name:
                                                Title:




<PAGE>   39
            [Signature page for this Registration Rights Agreement]

                                               NORSE CBO, LTD


                                               By:
                                                  ------------------------------
                                                  Name:
                                                  Title:




<PAGE>   40
            [Signature page for this Registration Rights Agreement]
                                               REGIMENT CAPITAL, LTD


                                               By:
                                                  -----------------------------
                                                   Name:
                                                   Title:




<PAGE>   41
            [Signature page for this Registration Rights Agreement]

                                               STANFIELD CLO, LTD


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   42



            [Signature page for this Registration Rights Agreement]


                                           STANFIELD/RMF TRANSATLANTIC CDO,
                                                LTD


                                           By:
                                              ---------------------------------
                                               Name:
                                               Title:




<PAGE>   43



            [Signature page for this Registration Rights Agreement]


                                               ARES LEVERAGED INVESTMENT FUND,
                                                 L.P.


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:







<PAGE>   44
            [Signature page for this Registration Rights Agreement]


                                               SAW MILL INVESTMENTS, LLC


                                               By:
                                                  -----------------------------
                                                   Name:  Howard Unger
                                                   Title: President




<PAGE>   45
            [Signature page for this Registration Rights Agreement]


                                               SMC POWER HOLDINGS, LLC


                                               By:
                                                  -----------------------------
                                                   Name:  Howard Unger
                                                   Title: Managing Member




<PAGE>   46
            [Signature page for this Registration Rights Agreement]


                                               PARIBAS PRINCIPAL INCORPORATED


                                               By:
                                                  -----------------------------
                                                   Name:
                                                   Title:




<PAGE>   47



            [Signature page for this Registration Rights Agreement]


                                   INDOSUEZ GEEG PARTNERS


                                   By:  Indosuez CM II, Inc., its Managing G.P.


                                   By
                                     ------------------------------------------
                                     Name:
                                     Title:


                                   By
                                     ------------------------------------------
                                     Name:
                                     Title:







<PAGE>   48







            [Signature page for this Registration Rights Agreement]


                                               --------------------------------
                                               Larry Edwards



<PAGE>   49


            [Signature page for this Registration Rights Agreement]



                                               --------------------------------
                                               James Wilson



<PAGE>   50

            [Signature page for this Registration Rights Agreement]



                                               --------------------------------
                                               Gary Obermiller



<PAGE>   51

            [Signature page for this Registration Rights Agreement]



                                               --------------------------------
                                               Michael Hackner



<PAGE>   52

            [Signature page for this Registration Rights Agreement]



                                               --------------------------------
                                               Gene Schockemoehl



<PAGE>   53
            [Signature page for this Registration Rights Agreement]


                                               --------------------------------
                                               Jack Silver



<PAGE>   54

            [Signature page for this Registration Rights Agreement]



                                               --------------------------------
                                               John Rieckman



<PAGE>   55
            [Signature page for this Registration Rights Agreement]


                                               --------------------------------
                                               Monte Ness



<PAGE>   56
            [Signature page for this Registration Rights Agreement]


                                               --------------------------------
                                               Kevin Zahler



<PAGE>   57
            [Signature page for this Registration Rights Agreement]


                                               --------------------------------
                                               Tike Wong



<PAGE>   58
            [Signature page for this Registration Rights Agreement]


                                               --------------------------------
                                               Albert Breuer



<PAGE>   59
            [Signature page for this Registration Rights Agreement]

                                               --------------------------------
                                               Jack McSweeney



<PAGE>   60
            [Signature page for this Registration Rights Agreement]


                                               --------------------------------
                                               Bengt Sohlen





<PAGE>   61
            [Signature page for this Registration Rights Agreement]

                                            NATIONAL CITY EQUITY PARTNERS, INC.


                                            By:
                                               --------------------------------
                                               Name:
                                               Title:




<PAGE>   62
            [Signature page for this Registration Rights Agreement]

                                            GREAT LAKES CAPITAL INVESTMENTS II,
                                              LLC


                                            By:
                                               --------------------------------
                                               Name:
                                               Title:




<PAGE>   63
            [Signature page for this Registration Rights Agreement]


                                               HELLER FINANCIAL, INC.


                                               By:
                                                  -----------------------------

                                                  Name:
                                                  Title:




<PAGE>   64
            [Signature page for this Registration Rights Agreement]


                                               BANCBOSTON CAPITAL INC.


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:




<PAGE>   65

            [Signature page for this Registration Rights Agreement]



                                               LIBERTY MUTUAL INSURANCE COMPANY


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:










<PAGE>   66
            [Signature page for this Registration Rights Agreement]


                                           PPM AMERICA PRIVATE EQUITY FUND, L.P.



                                           By: PPM America Capital Partners, LLC
                                               its general partner


                                           By:
                                               -----------------------------
                                               Name:
                                               Title: Manager


                                           By:
                                               -----------------------------
                                               Name:
                                               Title: Manager




<PAGE>   67
            [Signature page for this Registration Rights Agreement]


                                            CASCADE INVESTMENT PARTNERS, L.L.C.



                                            By: WILLIAM BLAIR MEZZANINE CAPITAL
                                            PARTNERS II, L.L.C., Sole Manager


                                            By
                                              ---------------------------------
                                              Name:
                                              Title




<PAGE>   68
            [Signature page for this Registration Rights Agreement]



                                            MAGNETITE ASSET INVESTORS L.L.C.




                                            By
                                              --------------------------------
                                              Name:
                                              Title




<PAGE>   69
            [Signature page for this Registration Rights Agreement]

                                            GOLDEN TREE ASSET MANAGEMENT, L.P.,
                                             as Agent for Highbridge
                                             International LLC



                                            By
                                              --------------------------------
                                              Name:
                                              Title




<PAGE>   70
            [Signature page for this Registration Rights Agreement]




                                            GOLDEN TREE ASSET MANAGEMENT, L.P.,
                                             as Agent for Deutsche Bank Sharps
                                             Pixley Inc.



                                            By
                                              ---------------------------------
                                              Name:
                                              Title




<PAGE>   71
            [Signature page for this Registration Rights Agreement]

                                           GOLDEN TREE HIGH YIELD PARTNERS, L.P.



                                           By
                                             ----------------------------------
                                             Name:
                                             Title




<PAGE>   72
                                                                       EXHIBIT A


                         Original Financial Stockholders

SMC Power Holdings, L.L.C.

Saw Mill Investments, L.L.C.

William Gerstner

Paribas Principal Incorporated

Indosuez GEG Partners





<PAGE>   73


                                                                       EXHIBIT B


                             Management Stockholders

Larry Edwards

James Wilson

Gary Obermiller

Michael Hackner

Gene Schockemoehl

Jack Silver

John Rieckman

Monte Ness

Kevin Zahler

Tike Wong

Albert Breuer

Jack McSweeney

Bengt Sohlen



<PAGE>   74

                                                                       EXHIBIT C


                         Former Holdings I Stockholders

Harvest Partners III, L.P.

Harvest Partners III, GbR

BT Investment Partners, Inc.

Q.P.O.N. Beteiligungs GmbH

Donaldson, Lufkin & Jenrette Securities Corporation

Magnetite Asset Investors L.L.C.

Golden Tree Asset Management, L.P.,
  as Agent for Highbridge International LLC

Golden Tree Asset Management, L.P.
  as Agent for Deutsche Bank Sharps Pixley Inc.

Golden Tree High Yield Partners, L.P.

DLJ Capital Parners V, LLC

Ares Leveraged Investment Fund II, L.P.

Chase Bank of Texas, N.A. as Trustee for

Carlyle High Yield Partners, L.P.

DLJ ESC II, L.P.

DLJ Investment Funding II, Inc.

DLJ Investment Partners, L.P.

DLJ Investment Partners II, L.P.

GSC Partners CDO Fund, Limited

Highland Legacy Limited

J.H. Whitney Market Value Fund, L.P.

Norse CBO, LTD

Regiment Capital, Ltd.

Stanfield CLO, Ltd.


<PAGE>   75

                                                                       EXHIBIT C
                                                                          Page 2


Stanfield/RMF Transatlantic CDO, Ltd.

Ares Leveraged Investment Fund, L.P.





<PAGE>   76


                                                                       EXHIBIT D


                           Former Holdings II Members

National City Equity Partners, Inc.

Great Lakes Capital Investments II, LLC

Heller Financial, Inc.

Banc Boston Capital Inc.

Liberty Mutual Insurance Company

PPM America Private Equity Fund, L.P.